This User Agreement ("Agreement")
sets forth the terms and conditions under which You may access and
use MedZilla.com (the "Website"), including any information
or materials (the "Materials") and any services
("Services") provided on or through the Website.

Carefully read the following
terms and conditions because they constitute a binding agreement
between You and MedZilla and are deemed accepted by You each time you
use or access the MedZilla Website or MedZilla services. By
submitting information or materials or otherwise accessing or using
(collectively, "using") the Website, You agree to be bound
and to abide by the terms and conditions of this Agreement. If You do
not agree to these terms and conditions, You are not authorized to
use and should not use the Website or MedZilla services. MedZilla may
amend this Agreement as provided in Section 17.10 (Amendments).
MedZilla may revise its User Agreement at any time by posting the
current terms on its website (www.medzilla.com/zms/termsofuse).
You should periodically visit this website to review and understand
the current terms of MedZilla's User Agreement because it is
binding upon you.

1.
Eligibility

This Website may only be used by individuals who or organizations
that can form legally binding contracts under applicable law and are:
(a) Job Seekers, (b) Employers, (c) Recruiting Agencies, (d)
Recruiters, or (e) Advertising Agencies. By using the MedZilla
Website or accepting these terms, You represent that you are of the
age of majority in your jurisdiction, that You have the capacity,
authority, and right to agree to and abide by these terms. You
further represent and warrant that you will only use the MedZilla
Website or MedZilla services consistent with all applicable laws and
regulations and the terms of this Agreement. If You are an Employer
or Recruiting Agency, You represent and warrant that You have
authorized the person accepting this Agreement to do so on Your
behalf and that each of Your Recruiters also agrees to be bound by
the terms and conditions of this Agreement. MedZilla reserves the
right to refuse to enter into this User Agreement with anyone and to
refuse the use of the Website to anyone.

2.
Certain Definitions

2.1 "MedZilla"
means MedZilla, Inc., a corporation organized and existing under the
laws of the State of Washington.

2.2 "You"
means the person using the Website on his or her own behalf (in the
case of a Job Seeker), the organization or company for which the
Website is used (in the case of an Employer or Recruiting Agency), or
the person using the Website on behalf of an Employer or Recruiting
Agency (in the case of a Recruiter).

2.3 "Job Seeker"
means an individual natural person who is using the Website on his or
her own behalf solely for the purposes of reviewing available
positions, applying for a position, or submitting a resume or other
application materials ("Resume
Materials").

2.4 "Employer"
means a company or organization that is using the Website solely for
the purposes of advertising, submitting descriptions for employment
positions available directly with such company or organization, or
reviewing Resume Materials applicable to specific employment
position(s) available directly with such company or organization.

2.5 "Job
Posting User" means
an Employer, Recruiting Agency, or Recruiter who is authorized to
post job openings to the MedZilla Website and view applications sent
to them by job seekers. Job Posting Users cannot request specific
resumes from the MedZilla database.

2.6 "Recruiting
Agency" means a
company, organization, or sole proprietor that is (a) using the
Website solely for the purposes of advertising, submitting
descriptions for available employment positions, and reviewing Resume
Materials applicable to a specific open position, and (b) does not
(and will not) provide resumes or job seeker materials in any
database accessible by anyone who is not directly employed by the
Recruiting Agency, and includes any recruitment or executive search
organization, advertising agency, or individual Recruiter who is
using the Website on his or her own behalf (i.e., not on behalf of
another Recruiting Agency).

2.7 "Recruiter"
means an individual natural person who (a) interacts and communicates
with hiring managers and job seekers in order to facilitate the
hiring process, and (b) is authorized by an Employer or Recruiting
Agency that has agreed to the terms of this User Agreement and any
applicable supplemental terms (the "Supplemental
Terms") to use
the Website on behalf of that Employer or Recruiting Agency.

2.8 "Hiring
Manager" means
the individual natural person to whom the position reports or who
recommends making the decision to hire.

2.9 "Advertising
Agencies" means a
company or organization that is (a) using the Website solely for the
purposes of advertising, submitting descriptions for available
employment positions, and reviewing Resume Materials applicable to a
specific open position, and (b) is authorized by an Employer that has
agreed to the terms of this User Agreement and any applicable
supplemental terms (the "Supplemental
Terms") to use
the Website on behalf of that Employer.

3.
Licenses

3.1
Job Seekers.
If You are a Job Seeker, subject to the terms and conditions of this
Agreement, MedZilla grants You a nonexclusive, nontransferable,
limited, personal license to reproduce (to the extent necessary to
view, print, and download) the Website Materials made available to
You by MedZilla solely for personal, noncommercial use.

3.2
Recruiting.
If You are an Employer or Recruiting Agency, subject to the terms and
conditions of this Agreement, MedZilla grants You a nonexclusive,
nontransferable, limited, personal license to reproduce (to the
extent necessary to view, print, and download) the Website Materials
made available to You by MedZilla solely for the purposes of
advertising, submitting descriptions for available employment
positions, and reviewing Resume Materials applicable to a specific
position.

3.3
Job posting users.
If You are a Job posting user, subject to the terms and conditions of
this Agreement, MedZilla grants You a nonexclusive, nontransferable,
limited, personal license to reproduce (to the extent necessary to
view, print, and download) the Website Materials made available to
You by MedZilla solely for the purposes of advertising, submitting
descriptions for available employment positions, and reviewing Resume
Materials applicable to a specific position. This license is limited
to the ability to post job openings on the MedZilla Website and to
receive applications from interested job seekers. This license does
not include access to the Resume Database or the ability to request
specific resumes from it.

3.4
Restrictions. Except
as expressly provided in this Agreement, any use of the Website
(including any Materials) is prohibited without the prior, express
written permission of MedZilla. Except as expressly provided in this
Agreement, You may not (and You agree You will not allow others to)
reproduce, distribute, create derivative works of, publicly display,
or publicly perform any Materials on the Website (including the HTML,
CSS, or JavaScript code on the Website). You will not attempt to
circumvent any access control measures to the Website (or any part
thereof). Each licensee is permitted to view/download 150 resumes in
any thirty (30) day period unless otherwise noted on your Enrollment
Form.

3.5
Navigation/Search
Engines. You may use
the Website only through generally available third-party web browsers
(e.g., Mozilla Firefox, Microsoft Internet Explorer, Google Chrome or
Opera). Much of the information on the Website is updated on a
real-time basis and is proprietary or is licensed to MedZilla by its
users or third parties. You agree that You will not use or attempt to
use, and that You will cause all persons under Your control not to
use or attempt to use, any robot, spider, scraper or other automated
means to use the Website for any purpose without the prior, express
written permission of MedZilla. Notwithstanding the foregoing
sentence (and subject to MedZilla's right to modify the following
list at any time, with or without notice), the following search
engines are hereby authorized to index the public areas of the
Website: Google, Yahoo, Bing, and Ask.com.

4.
Ownership

The Website Materials are protected by United States copyright laws
and international treaty provisions. MedZilla and its suppliers own
and retain all right, title, and interest in and to the Website,
including all copyrights, patents, trade secret rights, trademarks
(including service marks and logos), and other intellectual property
rights therein. The rights granted in Section 3 do not transfer to
You any title to the intellectual property in the Website, and You
will not acquire any rights to the Website except as expressly set
forth in this Agreement.

5.
Services and Fees

5.1
Job Seekers.
If You are a Job Seeker, You may use the Website without payment of a
fee. If you are a Job Seeker, You understand that your access or use
of the MedZilla Website or services signifies your agreement to the
terms of MedZilla's User Agreement

5.2
Employer, Recruiting
Agency, or Job posting users.
If You are an Employer, Recruiting Agency, or Job posting user, You
will pay fees for the Services as provided in this Section 5.2. All
payments are non-refundable. Unless otherwise agreed in writing by
You and MedZilla:

(a)
Fees and Payment.
You will pay MedZilla's then-current fees based on the type of User
account you agree to and the Services you use, as well as any
applicable taxes for any Services provided. Fees charged by MedZilla
are subject to change without notice. Fees for job posting and
advertising (as provided in Section 6) and Resume Database access (as
provided in Section 7) will renew automatically each month, and
You will be billed for them, unless You cancel service using
MedZilla's online cancellation function
(http://www.medzilla.com/cgi-bin/clientstatus) at least one week in
advance of the renewal date.

(b)
Payment and Late Fees.
At the beginning of each billing cycle, MedZilla will send You an
invoice of fees and You will pay the amount of the invoice within
thirty (30) days' receipt of same. Any amounts not paid when due
will accrue a late fee at a daily rate equivalent to 1.5% per month
or the highest rate allowed by law. You agree that You will pay any
such late fee as well as any costs incurred by MedZilla for
collection of any amounts not paid when due, including but not
limited to costs, disbursements, and attorneys' fees.

5.3
Service Changes.
MedZilla may in its sole discretion change some or all of its
Services at any time. In the event MedZilla introduces a new service,
any applicable fees for that service are effective as of the launch
of the service.

6.
Job Posting and
Advertising

If You
are an Employer, Recruiting Agency, or Job posting user, You are
subject to the terms and conditions of this Agreement:

6.1
Job Posting.
Requested job postings must be submitted to MedZilla either through
the MedZilla web form, or, subject to MedZilla's written consent:
via email, through electronic batch transfer, or through Your
website. MedZilla may accept or reject any requested job posting in
its sole and absolute discretion.

6.2
Advertising.
You may submit requests to MedZilla to advertise on the Website. If
such request is accepted by MedZilla, You will be informed by email
when Your advertising is scheduled to begin. Advertising runs may not
be cancelled once scheduled. For advertising requests and questions
(including advertisement guidelines and size specifications), please
call (360) 657-5681.

7.
Resume Database

7.1
Use.
Subject to the terms and conditions of this Agreement (including the
payment provisions of Section 5 (Services and Fees)), MedZilla grants
You a nonexclusive, nontransferable, limited, personal license to use
the Website's database of resumes and application information which
is part of the Website (the "Resume Database") solely for
the purpose of evaluating job seekers for currently open positions.
This license does not apply to Job posting users.

7.2
Restrictions.
You acknowledge that the Materials in the Resume Database (and any
part thereof) represent confidential information of MedZilla and its
suppliers ("Confidential Information"). You will (a) use
any Confidential Information only for the purposes expressly
permitted in this Agreement and (b) not disclose the Confidential
Information to any person other than potential employers or hiring
managers for whom You are recruiting potential employees.

7.3
Misuse of Resume
Database. You
acknowledge and agree that any violation of this Section 7 by You
shall entitle MedZilla to take any steps and/or seek any remedies as
it deems fit in its sole and exclusive discretion, including but not
limited to limiting Your activity on the Website, immediately
removing Your Submitted Information from the Website, informing other
users of Your actions, issuing a warning, terminating, or temporarily
suspending Your use of the Website, or refusing to provide Services
to You. You acknowledge and agree that in the event of a violation
of Section 7 by You, MedZilla any fees paid by you to MedZilla are
non-refundable.

8.
Passwords

You may use the Resume Database and the rest of the Website only
through the use of the unique user name and password issued to You by
MedZilla and shall not allow any other person to access the Resume
Database with your username or password. If You are a Recruiter, You
will not share any user name and password with any other person or
entity (including other Recruiters working on behalf of the same
Employer or Recruiting Agency). You are soley responsible for
maintaining the security of the user names and passwords issued to
You. You will notify MedZilla immediately of any circumstance that
may require cancellation of a user name and password (e.g.,
compromise of Your security, or if a Recruiter is no longer working
on Your behalf). MedZilla reserves the right to cancel a user name
and password and to change issued user names and passwords and login
processes at any time, in its sole and exclusive discretion. You will
not attempt to access or use any other user's password.

9. Submitted Information

9.1
Definition.
"Submitted
Information"
means any information or materials You provide to MedZilla or other
users through the Website (including any public message area or
through any email feature). You are solely responsible for Your
Submitted Information. You understand and acknowledge that MedZilla
claims no ownership or control over any Submitted Information.

9.2
Restrictions.
You warrant that Your Submitted Information and Your activities on
the Website shall not: (a) be false, inaccurate or misleading; (b)
infringe any third party's copyright, patent, trademark, trade secret
or other proprietary rights or rights of publicity or privacy; (c)
violate any law, statute, ordinance or regulation (including those
governing unfair competition, discrimination, or false advertising);
(d) be defamatory, libelous, threatening, harassing, abusive,
hateful, embarrassing, or offensive; (e) be obscene, sexually
explicit or contain child pornography; (f) contain any viruses,
Trojan horses, worms, time bombs, cancelbots, Easter eggs or other
computer programming routines that may damage, detrimentally
interfere with, surreptitiously intercept or expropriate any system,
data or personal information; (g) contain keywords or text hidden
within the document; and (h) link directly or indirectly to other
website pages that are prohibited under this Agreement or to which
You do not have a right to link to.

You
shall not submit any information or use the Website or MedZilla
services in any manner that violates or is inconsistent with
applicable federal, state, or local equal employment opportunity
laws, including but not limited to the anti-discrimination provision
of the Immigration and Naturalization Act. You shall not post
information that requires U.S. Citizenship or lawful permanent
residence as a condition of employment, unless otherwise required in
order to comply with law, regulation, executive order, or government
contract. If you have any questions about these matters, you should
visit the website for the Office of Special Counsel for
Immigration-Related Unfair Employment Practices (OSC) at
http://www.usdoj.gov/crt/osc.

You
also shall not post information that could discriminate against any
person on the basis of any protected classification recognized under
federal, state, or local equal employment opportunity laws and
regulations, including but not limited to race, color, national
origin, citizenship, age, religion, creed, pregnancy, honorably
discharged veteran or military status, sex, sexual orientation
(including gender expression or gender identity), marital status,
genetic information, the presence of any sensory, mental or physical
disability in an otherwise qualified person, or the use of a trained
guide dog or service animal by a person with a disability. Because
equal employment opportunity laws vary from jurisdiction to
jurisdiction, and are subject to change, you should familiarize
yourself with the applicable laws and regulations in your
jurisdiction prior to positing any material on the Website.

You understand
that use of materials from the website for the following purposes is
prohibited under this Agreement, and may also violate federal or
state law:

i. Compilation, disclosure or sale of
email addresses collected from the website. ii.
Incorporation of resumes, or job seeker materials into any database
accessible by anyone who is not licensed by MedZilla to use MedZilla
resume information. iii. Solicitation of job seekers
for the purpose of constructing any database accessible by anyone who
is not licensed by MedZilla to use MedZilla resume information.

MedZilla may
report any activity that may constitute a crime to federal and/or
local law enforcement agencies for investigation and prosecution.

You
understand that this list of rules and restrictions is non-exclusive
and is not intended to be a complete list of all prohibited or
restricted conduct. You
also understand that MedZilla is under no obligation to monitor the
information posted on its Website or the activities of its users, but
that it may monitor the same at any time. MedZilla retains sole and
exclusive discretion to remove material submitted or posted to its
Website, and to limit or terminate the use of the Website, for any
violation of these restrictions, the terms of this Agreement, or any
applicable laws, rules, or regulations. MedZilla shall have no
liability or responsibility to its users arising from or relating to
its performance or non-performance of these activities

9.3
License.
You hereby grant MedZilla a royalty-free, non-exclusive, worldwide,
perpetual, irrevocable, sublicensable (through multiple tiers)
license to exercise the copyright, publicity, and database rights
(but no other rights) in Your Submitted Information, in any medium
now known or not currently known, with respect to Your Submitted
Information. MedZilla will use Your Submitted Information in
accordance with the terms of this User Agreement. Without limiting
the foregoing, You consent to MedZilla modifying Your Submitted
Information in order to standardize its format for MedZilla's
systems or to remove email or website addresses from it.

10.
Privacy and
Confidentiality

MedZilla takes commercially reasonable efforts to protect the
confidentiality, security, and privacy of Your Submitted Information,
including implementing industry-standard technical and organizational
safeguards. However, MedZilla cannot and does not guarantee the
security, confidentiality, or privacy of any information or
communication You submit.

10.1
Personal Data.
Except as provided in this Agreement or in order to share Your
Submitted Information (as contemplated by this Agreement or as
provided on the Website), MedZilla does not disclose personal data to
third parties. If You are a Job Seeker, You acknowledge that, despite
MedZilla's efforts, persons or entities that You have requested to
be blocked from accessing Your Resume Materials (including Your
current employer) may see Your Resume Materials. You hereby expressly
consent to MedZilla's processing of personal data You submit to
MedZilla according to this Agreement. Personal data will be processed
by MedZilla in the United States; United States laws regarding
processing of personal data may be less stringent than the laws in
Your jurisdiction.

10.2
Public Areas.
"Public Areas"
are those areas of the Website in which You may send communications
that are publicly available to other users or third parties. MedZilla
does not control that disclosure, and the personal data disclosed is
available to anyone who accesses that Public Area.

10.3
Monitoring.
You hereby consent to: (a) MedZilla's monitoring of Your use of the
Website for any purpose, (b) MedZilla's monitoring of email sent
and received through MedZilla's systems for any purpose, including
blocking emails from senders or IP addresses that have not been
authorized by MedZilla, and (c) MedZilla sending You email relevant
to Your use of the Website or of potential interest to You.

10.4
Acknowledgements.
You acknowledge that: (a) if MedZilla is acquired by another company,
that company will possess the Submitted Information collected by
MedZilla and it will assume the rights and obligations regarding Your
Submitted Information as described in this Agreement; (b) due to
factors beyond MedZilla's control, it may be legally obligated to
disclose Submitted Information to the government or third parties
under certain circumstances, or third parties may circumvent our
security measures to unlawfully intercept or access Your Submitted
Information; and (c) MedZilla uses contractors and service providers
to provide certain services to You and such contractors or service
providers will have access to Your Submitted Information for this
purpose.

11.
Breach

11.1
Investigation.
If MedZilla receives information of any alleged breach of this
Agreement by You, MedZilla will have the right (but not the
obligation) to investigate the alleged breach and shall have the sole
and exclusive discretion (but not obligation) to address the breach
in any manner.

11.2
Suspension or
Termination. If (a)
You breach any term of this Agreement, (b) MedZilla is unable to
verify or authenticate any information You provide, or (c) MedZilla
believes that Your actions may cause financial loss, loss of
goodwill, or legal liability for MedZilla or other users, without
limiting any other remedies, MedZilla may limit Your activity on the
Website, immediately remove Your Submitted Information from the
Website, inform other users of Your actions, issue a warning,
terminate, or temporarily suspend Your use of the Website and refuse
to provide Services to You. You acknowledge and agree that in the
event of a suspension or termination of your account, access to
MedZilla, or content, any fees paid by you to MedZilla are
non-refundable.

11.3
Trade Secrets.
You acknowledge and agree that in the course of Your activities on
the Website, You will receive access to the valuable trade secrets of
MedZilla, including without limitation the contents of the Resume
Database and Your username and password. You further acknowledge that
misappropriation of trade secrets is a violation of state and federal
law, and that MedZilla reserves the right to vigorously pursue
actions to vindicate its rights under applicable law, including by
extending full cooperation to law enforcement authorities in the
criminal prosecution of trade secret theft.

11.4
Injunctive Relief.
You acknowledge that the violation of any provision of this Agreement
has the potential to cause irreparable harm to MedZilla and the
Website which cannot be reasonably or adequately compensated by
monetary damages in an action at law. Accordingly, MedZilla shall be
entitled, without posting bond or any other security, to injunctive
and other equitable relief to enforce the provisions of this
Agreement. No action for injunctive or other equitable relief shall
be deemed to waive MedZilla's right to an action for damages.

12.
No Warranty

MEDZILLA
PROVIDES THE WEBSITE "AS IS". TO THE FULLEST EXTENT
PERMITTED BY LAW, MEDZILLA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED, OR STATUTORY. MEDZILLA SPECIFICALLY DISCLAIMS ANY IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, QUIET ENJOYMENT AND NON-INTERFERENCE, ACCURACY, TITLE, AND
NON-INFRINGEMENT. Some states do not allow the disclaimer of implied
warranties, so the foregoing disclaimer may not apply to You.

12.1
Accessibility.
MedZilla makes no warranty or representation of any kind that (a) use
of the Website will be uninterrupted or error-free, (b) the Website
may be accessed or otherwise used outside the United States of
America. If You access the Website from outside the United States of
America You do so at Your own risk and are solely responsible for
compliance with the laws of Your jurisdiction.

12.2
Third Party
Information. MedZilla
makes no representation or warranty of any kind for any information
provided by a third party (such as a third party's Resume
Materials). You acknowledge that You bear any and all risk relating
to the truthfulness, accuracy, or reliability of communications or
information provided by third parties on the Website.

12.3
Links.
Certain links on the Website lead to resources located on servers
that are not maintained or controlled by MedZilla. MedZilla is not
responsible for the contents of any such referenced websites or for
the availability or access to such websites.

13.
MedZilla's Liability

The MedZilla Website and its services are designed for employers and
job seekers to share information. MedZilla has no control over user
content or the quality, safety or legality of the information posted
by MedZilla users, the accuracy or veracity of user postings, or the
ability of posters to offer jobs or the ability of posters or users
to fill openings. MedZilla makes no representations about any jobs,
resumes, or user content on the Website. MedZilla may, in its sole
discretion, take any action it deems necessary or appropriate with
respect to the content on its Website if it believes that user
content could create liability for MedZilla, damage MedZilla's
public image or brand, or cause MedZilla to lose the services of any
of its suppliers or ISP providers. Although MedZilla reserves the
right to take any action to remove user content, MedZilla does not
assume any obligation or duty to do so and expressly disclaims any
liability for taking or failing to take such action.

MedZilla
cannot and does not confirm that its users are who they may claim to
be. Because MedZilla is not and cannot be involved in the
interactions between its users, it cannot control the behavior of any
person using the Website. If you have any dispute with a user of the
Website or MedZilla services, You release MedZilla, its officers,
directors, affiliates, agents, employees, licensors, or suppliers
from any and all claims, demands, and damages (actual or
consequential and direct or indirect) of any kind or nature, whether
known or unknown, suspected or unsuspected, disclosed or undisclosed,
arising out of, related to, or connected in any way to such disputes.

If
you are a California resident, you waive California Civil Code
Section 1542, which says: "A general release does not extend to
claims which the creditor does not know or suspect to exist in his or
her favor at the time of executing the release, which if known by him
or her must have materially affected his or her settlement with the
debtor."

You
acknowledge and agree that You are solely responsible for your
postings on the MedZilla Website. MedZilla is not and shall not be
considered an employer with respect to any use of the Website and is
not and shall not be responsible for any employment-related decisions
made by any organization, entity, or individual using MedZilla's
Website or services. MedZilla's Website and its content may
contain inaccuracies or typographical errors and MedZilla makes no
representations about the accuracy, reliability, completeness,
timeliness of the Website or its content.

13.1
Limitation of
Liability. MEDZILLA'S
MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE MEDZILLA WEBSITE,
MEDZILLA SERVICES, OR YOUR USE OF THE SAME, REGARDLESS OF THE NATURE
OF THE CAUSE OF ACTION (WHETHER SOUNDING IN TORT, CONTRACT,
NEGLIGENCE, BREACH OF WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE
THEORY) SHALL BE LIMITED TO THE
LESSER OF (1) THE
AMOUNT OF FEES YOU PAID TO MEDZILLA IN THE 12 MONTHS PRIOR TO THE
ACTION GIVING RISE TO LIABILITY, OR (2) $50.

13.2
Disclaimer of
Consequential Damages.
IN NO EVENT WILL MEDZILLA, ITS OFFICERS, DIRECTORS, AFFILIATES,
AGENTS, LICENSORS, CONSULTANTS, CONTRACTORS, OR SUPPLIERS (A) BE
LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST
PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR RELATING TO THE WEBSITE, YOUR USE OF THE WEBSITE OR
MEDZILLA SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING
NEGLIGENCE), EVEN IF MEDZILLA HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, WHETHER BASED IN TORT, CONTRACT, NEGLIGENCE, BREACH OF
WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU.

14.
Indemnity

You agree to indemnify and hold harmless MedZilla, its affiliates,
and their agents, employees, successors and assigns from and against
any and all liabilities, losses, damages, costs and expenses
(including attorney's fees and other costs of defending such
action) resulting from or relating to breach of any term or condition
of this Agreement by You or any of Your employees or agents.

15.
Copyright Infringement;
Notice Agent

MedZilla
reserves the right to terminate the account of any user, and/or block
access to the Website by any user, who infringes the copyrights of
others. If You believe that Your copyrighted work appears on this
Website in a way that constitutes copyright infringement You may
notify the following person in writing in accordance with Title 17
United States Code § 512. Upon receipt of proper notification of
claimed infringement, MedZilla will remove or disable access to, the
Material that is claimed to be infringing and may restore access to
such Material in accordance with Title 17 United States
Code § 512.

16.1
Assignment.
You may not assign or transfer, by operation of law or otherwise, any
of Your rights under this Agreement or delegate any duties under this
Agreement to any third party without MedZilla's prior written
consent. Any attempted assignment or transfer in violation of the
foregoing will be void.

16.2
Waivers.
All waivers must be in writing. Any waiver or failure to enforce any
provision of this Agreement on one occasion will not be deemed a
waiver of any other provision or of such provision on any other
occasion.

16.3
Attorneys' Fees.
In any controversy, claim or dispute arising out of or relating to
this Agreement or the method or manner of performance thereof or the
breach thereof, the prevailing party shall be entitled and awarded in
addition to any other relief, its attorneys' fees, costs, and
disbursements incurred at any level or manner of proceeding,
including but not limited to any appeal.

16.4
Severability.
If any term or provision of this Agreement or any application thereof
to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of
such terms or provisions to person or circumstances other than those
to which it is held invalid or unenforceable shall not be affected
thereby and each term and provision of the Agreement shall be valid
and enforceable to the fullest extent permitted by law.

16.5
Construction.
The headings of Sections of this Agreement are for convenience and
are not to be used in interpreting this Agreement. As used in this
Agreement, the word "including" means "including but
not limited to."

16.6
Choice of Law;
Jurisdiction. This
Agreement will be governed by the laws of the State of Washington
excluding any conflicts of laws principles that may provide for the
application of the law at another jurisdiction. You hereby consent to
the exclusive personal jurisdiction of the state and federal courts
in King County, State of Washington. Notwithstanding the foregoing
sentence, MedZilla may bring an action arising out of or relating to
this Agreement in any court of competent jurisdiction.

16.7
Legal Compliance.
You shall comply with all applicable domestic and international laws,
statutes, ordinances and regulations regarding Your use of the
Website, including export administration laws and regulations
promulgated by the U.S. Office of Foreign Assets Control (OFAC). You
represent and warrant that You will not use the Website or any
Services to facilitate any unlawful transactions, including (a) any
activities involving nuclear, chemical, or biological weapons, or
missile technologies or any other matters prohibited under Part 744
of the Export Administration Regulations; and (b) any transactions or
other dealings with foreign nationals or governments prohibited under
any regulations promulgated by the Office of Foreign Assets Control
of the U.S. Treasury Department.

16.8
No Agency.
You and MedZilla are independent contractors, and no agency,
partnership, joint venture, employee-employer or
franchiser-franchisee relationship is intended or created by this
Agreement.

16.9
Notices.
Except as explicitly stated otherwise, any notices shall be given by
postal mail to MedZilla Attn: Frank Heasley (in the case of MedZilla)
or to the email address You provide to MedZilla during the
registration process (in Your case). Notice shall be deemed given 24
hours after email is sent, unless the sending party has been notified
in advance that the email address is invalid and a replacement
address has been provided. Alternatively, MedZilla may give You
notice by certified mail, postage prepaid and return receipt
requested, to the address provided to MedZilla during the
registration process. In such case, notice shall be deemed given 3
days after the date of mailing.

16.10
Amendments.
MedZilla may amend this Agreement at any time by posting the amended
terms on the Website at www.medzilla.com/termsofuse.html.
Your use of the
MedZilla website or services signals your agreement to any modified
terms once posted. Please be sure to visit the Website periodically
to be sure that you understand the most current terms.

16.11
Entire Agreement.
This Agreement, including Orders and Supplemental Terms executed by
the parties (if any), contains the complete agreement of the parties
regarding the subject matter herein and supersedes any prior
understanding or verbal or oral agreement on any matter which is the
subject of this Agreement. Other areas of the Website may be subject
to additional terms of use which will govern those other areas.

The
services hereunder are offered by MedZilla, Inc., 1523 132nd St SE, Suite C333,
Everett WA 98208. If You are a California resident, You may have
this same information emailed to You by sending a letter to the
foregoing address with Your email address and a request for this
information.

This
User Agreement constitutes a binding agreement between You and
MedZilla, and are accepted by You upon your use of the MedZilla
Website or MedZilla services.